As filed with the Securities and Exchange Commission on June 10, 1996

Registration No. 333-____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

URANIUM RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 75-2212772
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)

12750 Merit Drive, Suite #1020
Dallas, Texas 75251
214/387-7777
(Address and telephone number of Registrant's principal executive offices)

Paul K. Willmott
President and Chief Executive Officer
12750 Merit Drive, Suite #1020
Dallas, Texas 75251
214/387-7777
(Name, address and telephone number of agent for service)

Copies to:

Alfred C. Chidester, Esq.
Baker & Hostetler
303 East 17th Avenue
Suite 1100
Denver, Colorado 80203

Approximate date of commencement of proposed sale of the securities to
the public: From time to time after the effective date of this Registration
Statement, as determined by the selling stockholders named herein.
2
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
264(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

===========================================================================================================
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share* Offering Price* Fee
- -----------------------------------------------------------------------------------------------------------

Common Stock 1,382,882 shs. $15.00 $20,743,230 $7,153
($.001 par value
per share)
- -----------------------------------------------------------------------------------------------------------

* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended, on the basis
of the average of the high and low reported sale prices of the Registrant's
Common Stock on June 3, 1996 as reported on the National Market System of the
National Association of Securities Dealers Automated Quotation System.

_________________________________

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
3
URANIUM RESOURCES, INC.

CROSS-REFERENCE SHEET

PURSUANT TO ITEM 501(B) OF REGULATION S-K

Number Item Location in Prospectus
------- ---- ----------------------

1 Forepart of the Registration Statement
and Outside Front Cover Pages of
Prospectus . . . . . . . . . . . . . Facing Page; Cross-Reference Sheet,
Outside Front Cover Page of Prospectus

2 Inside Front and Outside Back Cover
Page of Prospectus . . . . . . . . . Inside Front Cover Page of Prospectus
and Outside Back Cover Page of
Prospectus

3 Summary Information, Risk Factors and
Ratio of Earnings to Fixed Changes . Risk Factors, The Company

4 Use of Proceeds . . . . . . . . . . . Use of Proceeds

5 Determination of Offering Price . . . Not Applicable

6 Dilution . . . . . . . . . . . . . . Not Applicable

7 Selling Security Holders . . . . . . Selling Security Holders

8 Plan of Distribution . . . . . . . . Plan of Distribution

9 Description of Securities to be
Registered . . . . . . . . . . . . . Not Applicable

10 Interests of Named Experts and
Counsel . . . . . . . . . . . . . . . Not Applicable

11 Material Changes . . . . . . . . . . Not Applicable

12 Incorporation of Certain Information
by Reference . . . . . . . . . . . . Incorporation of Documents by Reference

13 Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . Not Applicable

4
PROSPECTUS
1,382,882 SHARES

URANIUM RESOURCES, INC.

COMMON STOCK

--------------------

Uranium Resources, Inc., a Delaware corporation (the "Company"), is
registering for possible future resale, from time to time, by the holders
thereof (the "Selling Stockholders"), 1,382,882 presently outstanding shares
(the "Shares") of the Company's common stock, par value $0.001 per share (the
"Common Stock"). See "Selling Stockholders." The Shares were issued to the
Selling Stockholders in a series of transactions. On August 19, 1994, the
Company issued 496,040 shares of Common Stock to Oren L. Benton in exchange for
$2,250,000 in advances from Mr. Benton to the Company, together with accrued
but unpaid interest, at a valuation of $4.75 per share. On November 18, 1994,
the Company issued 736,842 shares of Common Stock to Concord International
Mining and Management Corp., of which Mr. Benton is the sole stockholder. In
exchange, the Company accepted assignment of a supply contract from Energy
Fuels, Ltd. On May 25, 1995, the Company issued 35,000 shares of Common Stock
and a warrant (the "Warrant") to purchase 100,000 shares of Common Stock to
Grant Bettingen, Inc., a California corporation ("GBI"), in exchange for GBI's
assistance in the Company's efforts to raise funding for operations. Only the
shares issuable upon exercise of the Warrant are being registered hereunder.
On May 25, 1995, the Company granted an option to purchase 50,000 shares of
Common Stock to James P. Congleton in connection with Mr. Congleton becoming a
consultant of the Company. In connection with such issuances, the Company
granted certain registration rights to the Selling Stockholders. The Company
has agreed to pay all fees and expenses incurred by the Company incident to
such registration. It is estimated that the fees and expenses of the Company
in connection with the offering of the Securities will be approximately
$13,553. The Company intends to keep the registration statement, of which this
Prospectus is a part, effective for a period of no longer than 90 days from the
date of this Prospectus. The Company will not receive any proceeds from the
sale of the Shares.

The Common Stock is traded on the National Market of the National
Association of Securities Dealers, Inc. Automated Quotation System ("the
Nasdaq National Market") under the symbol "URIX." On May 31, 1996, the last
reported sale price of the Common Stock on the Nasdaq National Market was
$15.375 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SHARES.

--------------------

5
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

--------------------

June 10, 1996

The Selling Stockholders may offer the Shares offered hereby from time
to time to purchasers directly or through agents, brokers or dealers. Such
Shares may be sold at market prices prevailing at the time of sale or at
negotiated prices. The agents, brokers or dealers through whom sales are made
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any amounts received by them in
exchange for their services in connection with such sales may be deemed to be
underwriting commissions. See "Plan of Distribution."

--------------------

No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy any of the Shares offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
the sale of or offer to sell the Shares offered hereby shall, under any
circumstances, create an implication that there has been no change in the
information contained herein or the affairs of the Company since the date
hereof.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
following regional offices: 7 World Trade Center, Suite 1300, New York, New
York 10048, and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511. Copies of such materials may be obtained at prescribed
rates from the Public Reference Section of the Commission at Judiciary Plaza,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's
Common Stock is traded on the Nasdaq National Market.The foregoing materials
can also be inspected at the National Association of Securities Dealers, Inc.,
1735 K. Street, N.W., Washington, D.C. 20006.

-2-
6
The Company has also filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the Shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement, copies of which may be
inspected without charge at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of which may be obtained from the Commission upon
payment of the prescribed fees.

In addition, the Commission maintains a web site that contains
reports, proxy and information statements, and other information regarding
registrants that file electronically with the Commission. The Company is such
a filer. The Commission's web site address is (http://www.sec.gov).

-3-
7
INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Commission, are hereby incorporated by reference into this Prospectus:

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, including the Company's Form 10-K/A dated May 21,
1996.

(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996.

(c) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A (Registration No. 0-17171) filed
with the Commission under the Exchange Act.

All documents filed by the Company after the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act and prior
to the termination of the offering hereunder shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written requests for such copies
should be directed to Thomas H. Ehrlich, Vice President and Chief Financial
Officer, Uranium Resources, Inc., at the Company's principal executive offices
located at 12750 Merit Drive, Suite #1020, Dallas, Texas 75251. Telephone
requests may be directed to Mr. Ehrlich at (214) 387-7777.

-4-
8
RISK FACTORS

CONTINUING SIGNIFICANT CAPITAL REQUIREMENTS

In 1994 and early 1995, the Company experienced a severe cash
shortage. Between January 11, 1995 and January 20, 1995 a total of $2,080,000
cash was transferred from the Company to entities or persons owned, controlled
or affiliated with Oren L. Benton ("Benton"). These transfers left the Company
without funds to pay its creditors and employees and facing a liquidity crises
which could be solved only by raising new capital. In addition to obligations
to creditors and employees, the Company needed $4 million for purposes of
bringing its Rosita property back into production and making pre-production
expenditures at the Company's Kingsville Dome property.

The report (the "Report") of the Company's independent public
accountants (the "Accountants") with respect to the Company's financial
statements for the year ended December 31, 1994 incorporated by reference in
this Prospectus stated that the Accountants assumed, in preparing such
financial statements, that the Company would continue as a going concern. The
Report further indicates, however, that as of December 31, 1994, the Company
had a net working capital deficit of $3,107,511 and had assigned most of its
1995 cash flow from supply contracts to one of the Company's creditors, and
that such assignment raised substantial doubt as to the Company's ability to
generate cash flow and to continue as a going concern. The Report further
notes that the transfer of $2.08 million from the Company to entities
affiliated with Oren L. Benton further exacerbated the Company's liquidity
crisis. For the reasons described below, on January 25, 1996, the Accountants
reissued their opinion and removed the going concern modification.

On May 25, 1995, the Company received $6,000,000 in cash (the "Lindner
Loan") through the issuance of 6.5% secured convertible notes in the aggregate
principal amounts of $1,500,000 and $4,500,000 initially convertible at $4.00
per share into 375,000 and 1,125,000 shares of Common Stock to Lindner
Investments (on behalf of Lindner Bulwark Fund) ("Bulwark") and Lindner
Dividend Fund, Inc. (now the Lindner Dividend Fund) ("Dividend"), respectively.
In addition, the Company issued immediately exercisable warrants (the "Lindner
Warrants") to purchase 375,000 shares and 1,125,000 shares of the Company's
Common Stock at an initial exercise price of $4.00 per share to Lindner
Investments (on behalf of Lindner Bulwark Fund) and Dividend, respectively. On
May 25, 1995, the date on which the Lindner Warrants were issued, the last
reported sale price of the Company's Common Stock on the Nasdaq National Market
was $3.56 per share.

On December 26, 1995, Dividend partially exercised its warrant and
purchased 500,000 shares at a purchase price of $4 per share for a total
consideration of $2 million.

The cash obtained from the Lindner Loan and the partial exercise of
the warrant has substantially improved the Company's net working capital
position and has enabled the Company to put its Rosita property back into
production, effective June 1995, and to begin pre-production activities at
Kingsville Dome. The Company's net working capital position at December 31,
1995 was a positive $3,998,000, an improvement of over $7,100,000 from its net
working capital

-5-
9
position at December 31, 1994, due primarily to the consummation of the Lindner
Loan and the resumption of uranium production at the Company's Rosita facility
in South Texas in June 1995. The Company expects to utilize the cash flow from
sales of uranium produced at the Rosita facility to fund the Company's
short-term liquidity needs. However, there can be no assurance that such cash
flow will be sufficient to meet such needs. Accordingly, the Company is
continuing to review additional sources of financing and capital to satisfy its
future capital requirements.

RISK OF DECREASE IN URANIUM PRICES

The Company's earnings will be significantly affected by the price of
uranium, which is determined primarily by supply and demand on a worldwide
basis and by the relationship of that price to the Company's costs of
production. In recent years, imports of uranium, including imports of uranium
from the republics comprising the former Soviet Union, have resulted in
significant downward pressure on uranium prices. In 1992, the Department of
Commerce (the "DOC") ruled that certain of the former Soviet Union republics
had sold uranium in the United States at less than fair market value. As a
result, the DOC signed suspension agreements with these republics which limited
uranium imports and established strict quotas under which such imports could be
made.

In 1994, the DOC amended certain aspects of the Russian Suspension
Agreement (the "Amendment") which permitted the importation of Russian uranium
provided that the sale of such material was "matched" with an equal amount of
uranium that was mined or produced in the United States after April 1, 1994.
The Amendment permits a specified quota volume of Russian uranium to be
utilized in the years 1994 through 2003. The total Russian uranium allowed for
importation over the ten-year period under this matched program is
approximately 43 million pounds. The end user of such matched sales will pay a
combined price for each qualifying delivery provided that the price received by
the U.S. producer is higher than the unit price. All sales must be to U.S.
utilities and the contracts must be finalized after April 1994.

The Amendment has allowed U.S. uranium producers to utilize the
Russian material to combine with its own production to provide more competitive
uranium prices to U.S. utilities. In the third quarter of 1995, the Company
signed four matched sales contracts for deliveries beginning in 1995 and
continuing through 1998. Total deliveries of the Company's uranium production
under these contracts is projected to be approximately 1.1 million pounds and
such contracts will utilize nearly all of its 1995 matched sales quota.

While the Amendment has provided new sales opportunities with respect
to "matched" sales to utilities, the termination or modification of the current
"matched sale" program, or the influx of additional low-cost uranium into the
U.S. market may impair the Company's ability to enter into additional long-term
contracts at prices that permit economical production from, and development of,
the Company's uranium properties.

The spot market price for uranium has strengthened appreciably since
November 1995. Prices have risen from $11.80 per pound on October 31, 1995 to
$14.00 per pound on February 13, 1996 and to $16.50 per pound on May 28, 1996.
While the current spot prices of uranium have increased to levels which exceed
the Company's cost of uranium production, there is no assurance

-6-
10
that such price level will continue to rise or remain at such prices which
would permit the Company to sign additional sales contracts.

POTENTIAL CLAIMS ARISING FROM THE BENTON BANKRUPTCY

During 1994, the Company encountered liquidity problems that resulted
in the Company entering into certain transactions with companies controlled by
Oren L. Benton (the "Benton Companies") whereby the Benton Companies (a)
assisted in the restructuring of the Citibank, N.A. debt, (b) arranged for an
additional $6.0 million loan to the Company to purchase uranium inventory to
secure the restructured debt, (c) advanced the Company $2,250,000 to make debt
payments prior to the restructuring, which advances were subsequently converted
to common stock and (d) committed to provide the Company with an additional
$7.0 million of capital.

Further, during January 1995, when the Benton Companies held effective
control of the common stock of the Company, the Company transferred $1.0
million to the Benton Companies in connection with a planned joint venture to
process uranium at a Benton Company's mill. The specific Benton Companies
which were to be part of the planned joint venture did not receive the
transferred funds. On February 23, 1995, Benton and various of the Benton
Companies filed for protection under Chapter 11 of the Federal Bankruptcy Code
(the "Benton Bankruptcy"). Because of the Benton Bankruptcy, the realizability
of the Company's $1.0 million investment is doubtful. Also during January
1995, $1.08 million was transferred to certain of the Benton Companies and an
individual affiliated with Mr. Benton without the authorization of the
Company's Board of Directors. The Company recovered $300,000 in June 1995 of
the $1.08 million transfer, but $.78 million has not been recovered and there
can be no assurance that the Company's efforts to pursue recovery will be
successful. The Company recorded losses totaling $1.78 million for these
transactions in 1995.

The bankruptcy could also cause a review of the transactions entered
into by the Company with the Benton Companies that could potentially result in
claims against the Company. The Company is unable to assess what adverse
consequences, if any, might result from such review.

DEPENDENCE ON A FEW CUSTOMERS

Substantially all of the Company's contracted sales of uranium through
December 31, 2002 are represented by seven long-term contracts, four of which
represent 23%, 14%, 10%, and 10% of sales, for the year ended December 31,
1995. Should any of such customers be unable to perform its obligations to
purchase and pay for the uranium it has contracted to buy because of force
majeure or otherwise, this would have a material adverse effect on the
Company's results of operations.

QUARTERLY FLUCTUATIONS IN EARNINGS

Revenues, earnings from operations and net income for the Company can
fluctuate significantly on a quarter to quarter basis during the year because
of the timing of deliveries requested by its utility customers. Accordingly,
operating results for any quarter or year-to-date

-7-
11
period are not necessarily comparable and may not be indicative of the results
which may be expected for future quarters or the entire year.

POTENTIAL ADVERSE IMPACT OF LOSS OF KEY PERSONNEL

Certain of the Company's employees have significant experience in the
uranium in situ leach mining industry. The continued success of the Company
could be dependent upon the efforts of these key individuals, and the loss of
any one or more of such persons' services could have a material adverse affect
on the Company's business operations and prospects.

POTENTIAL ADVERSE EFFECT OF FEDERAL AND STATE REGULATIONS

The development and production of uranium is subject to an extensive
body of governmental regulations that have a material effect on the economics
of the Company's operations and the timing of project development. In
particular, the production of uranium is subject to obtaining multiple permits,
obtaining adequate water rights and complying with extensive federal and state
regulations for the protection of the environment, including regulations
relating to air and water quality, the prevention of groundwater contamination,
the reclamation and restoration of wellfield aquifers and the treatment,
transportation and disposal of liquid and/or solid wastes generated by the
Company's uranium mining process. To date, the Company's operations have not
been materially and adversely affected by the inability to obtain or maintain
required permits or water rights, or by any groundwater contamination or the
disposal of waste materials at its mining projects. However, should the Company
meet with unforeseen events or be unable to obtain or maintain permits or water
rights for development of its properties or otherwise adequately handle future
contamination or waste disposal, the Company's operations could be materially
and adversely affected by unanticipated expenditures or delays in the Company's
ability to initiate or continue production at its properties.

LIMITED PUBLIC FLOAT AND TRADING VOLUME OF COMMON STOCK

As of December 31, 1995, approximately 66.2% (5,721,000 shares) of the
Company's outstanding Common Stock was freely transferable without restriction
in the United States. For the year ended December 31, 1995, the average weekly
volume of trading of the Common Stock on the Nasdaq National Market was 36,994
shares. The thinly traded nature of the Company's Common Stock could result in
significant adverse fluctuations in the per share price if large blocks of
Common Stock were offered for sale in the trading markets. The Company is
registering 1,382,882 shares of Common Stock pursuant to the Registration
Statement of which this Prospectus is a part. The Company intends to keep the
Registration Statement effective for at least 90 days. If all the shares
registered under the Registration Statement are sold in a short period by the
Selling Stockholders, such sale may have the effect of significantly depressing
the price of the Common Stock.

-8-
12
POTENTIAL ADVERSE EFFECT OF ISSUANCES AND SALES OF RESTRICTED SECURITIES

The Company has 8,645,698 shares of Common Stock outstanding as of
December 31, 1995. Approximately 5,721,000 shares are freely transferable
without restriction in the United States. The Company believes that the
balance of such shares (approximately 2,924,698 shares) are freely transferable
without restriction in the United States subject to compliance with the
provisions of Rule 144 under the Securities Act.

In addition, approximately 1,056,000 shares of Common Stock are
reserved for issuance upon the exercise of outstanding options; 1,100,000
shares of Common Stock may be issued upon the exercise of currently outstanding
warrants; and 1,500,000 shares of Common Stock may be issued upon the
conversion of the Lindner Loan. No determination can be made as to the impact
that the issuance of such shares of Common Stock will have on the market price
of the Common Stock prevailing from time to time; however, it should be assumed
that a substantial increase in the number of outstanding shares available for
sale and/or the sale of substantial amounts of Common Stock in the public
market could adversely affect prevailing market prices.

CONTINUING CONTROL BY THE LINDNER GROUP

Prior to the consummation of the Lindner Loan, Lindner Fund, Inc. (now
Lindner Growth Fund) ("Growth"), was the beneficial owner of 821,525
outstanding shares of the Company's Common Stock, representing 10.2% of the
outstanding shares of Common Stock. Growth, Dividend, and Bulwark (the
"Lindner Group") are separate series of Lindner Investments, a Massachusetts
business trust that is a registered investment company, and may be deemed
collectively as a controlling stockholder and an affiliate of the Company. The
Lindner Group is managed by Ryback Management Corporation ("Ryback"), an
investment adviser. Ryback has discretionary authority over the shares owned
beneficially by the Lindner Group, including the power to vote and dispose of
such shares. Ryback also manages the accounts of third parties other than the
Lindner Group. Such parties own beneficially 250,000 outstanding shares over
which Ryback has discretionary authority to vote and dispose of such shares.

The Lindner Group owns beneficially an aggregate of 1,650,525 shares
of Common Stock (18.9% of the outstanding Common Stock) and has the right to
acquire an additional 1,500,000 shares upon conversion of the Lindner Loan and
1,000,000 shares upon the exercise of the Lindner Warrants. Assuming the
Lindner Loan is fully converted into Common Stock and the Lindner Warrants are
fully exercised, the Lindner Group would own 4,150,525 shares or 37.0% of the
outstanding Common Stock. Such ownership may have the effect of delaying,
deferring, or preventing a change in control of the Company.

THE COMPANY

The Company was founded in 1977 to acquire, explore and develop
uranium properties using the in situ leach mining process. The Company's
activities are primarily concentrated in South Texas and New Mexico. The
Company's principal office is located at 12750 Merit Drive, Suite #1020,
Dallas, Texas 75251 and its telephone number is (214) 387-7777.

-9-
13
USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of
the Shares.

DIVIDEND POLICY

The Company has never declared or paid cash dividends on its Common
Stock. The Company currently intends to retain any earnings for use in its
business and therefore does not anticipate paying any cash dividends in the
foreseeable future.

SELLING STOCKHOLDERS

The following table sets forth as of May 28, 1996, the names of the
Selling Stockholders, the nature of his, her or its position, office, or other
material relationship to the Company or its subsidiaries, if applicable, and
the number of shares of Common Stock which such Selling Stockholders owned of
record as of the date of this Prospectus. The table also sets forth the number
of shares of Common Stock owned by the Selling Stockholders that are offered
for sale by this Prospectus and the number of shares of Common Stock to be held
by such Selling Stockholders assuming the sale of all the Securities offered
hereby. The Company may supplement this Prospectus from time to time to
disclose the names, relationships to the Company and holding of Securities of
additional Selling Stockholders.

Number of Shares of Maximum Number of Shares Number of Shares of Common
Name and Relationship Common Stock Owned to be Sold Pursuant to Stock to be Held Assuming Sale
to Company if any as of May 28, 1996 this Offering of all the Shares Offered Hereby
----------------- ------------------ ------------- --------------------------------

Oren L. Benton 516,040(1) 496,040 20,000
1515 Arapahoe Street
Three Park Central, Suite 1000
Denver, CO 80202

Concord International Mining and 736,842(2) 736,842 0
Management Corp.
1515 Arapahoe Street
Three Park Central, Suite 1100
Denver, CO 80202

Grant Bettingen, Inc. 135,000(3) 100,000 35,000
19800 Macarthur Boulevard
Suite 680
Irvine, CA 92715

James P. Congleton 50,000(4) 50,000 0
19800 Macarthur Boulevard
Suite 680
Irvine, CA 92715

________________________

1 Counsel to Intertech Corporation ("Intertech") has informed the
Company that Intertech, by and through its attorneys, holds 496,040 of
such shares pursuant to a pledge of such shares as collateral security
under a Stipulation and Agreement dated October 28, 1994 agreed and

-10-
14
accepted to by Intertech, Nuexco Trading Corporation and Mr. Benton.
Does not include 736,842 shares owned by Concord International Mining
and Management Corp. ("CIMM"), of which Mr. Benton is the sole
stockholder.

2 CIMM is the record holder of such shares. The Company has been
informed by Oren L. Benton that Energy Fuels, Ltd. is the owner of
such shares having received them by assignment from CIMM in 1995. The
Company has been informed by counsel to Westinghouse Electric
Corporation ("Westinghouse") that Westinghouse holds such shares
pursuant to a pledge of such shares as collateral security to
Westinghouse by CIMM on December 6, 1994.

3 Includes 100,000 shares which may be obtained by Grant Bettingen, Inc.
upon exercise of the Warrant.

4 Includes 50,000 shares which may be obtained by Mr. Congleton upon
exercise of stock options which are currently exercisable.

PLAN OF DISTRIBUTION

The Shares covered by this Prospectus are those acquired or to be
acquired by the Selling Stockholders. The distribution of the Shares by the
Selling Stockholders or by pledgees, donees, transferees or other successors in
interest may be effected from time to time in one or more transactions (which
may involve block transactions) on the Nasdaq National Market or in the
over-the-counter market or otherwise, in negotiated transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling the
Shares to or through broker dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders or purchasers of Shares for whom they may act as
agent (which compensation may be in excess of customary commissions). Such
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales and any commissions received by
them may be deemed to be underwriting compensation.

In accordance with applicable rules and regulations promulgated under
the Exchange Act, any person engaged in the distribution of any of the Shares
may not simultaneously engage in market activities with respect to any of the
Common Stock for a period of nine business days prior to the commencement of
such distribution. In addition and without limiting the foregoing, the Selling
Stockholders may be subject to applicable provisions of the Exchange Act and
the rules and regulations promulgated thereunder, including, without
limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions may limit the timing
of purchases and sales of Shares by the Selling Stockholders.

Certain costs, expenses and fees in connection with the registration
of the Securities will be borne by the Company. Commissions, discounts and
transfer taxes, if any, attributable to the sales of the Shares will be borne
by the Selling Stockholders, as will the costs of legal counsel for the

-11-
15
Selling Stockholders. The Selling Stockholders have agreed to indemnify the
Company, all other prospective holders of the shares registered hereby or any
underwriter, as the case may be, and any of the respective affiliates,
directors, officers and controlling persons, against certain liabilities in
connection with the offering of the Securities pursuant to this Prospectus,
including liabilities arising under the Securities Act. In addition, the
Company has agreed to indemnify the Selling Stockholders, all other prospective
holders of the shares registered hereby or any underwriter, as the case may be,
and any of their respective affiliates, directors, officers and controlling
persons, against certain liabilities in connection with the offering of the
Securities pursuant to this Prospectus, including liabilities arising under the
Securities Act.

LEGAL MATTERS

The validity of the Shares offered hereby will be passed upon for the
Company by Baker & Hostetler.

EXPERTS

The financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said reports.

-12-
16
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission registration fee $ 7,153
Legal fees and expense $ 5,200*
Accounting fees and expenses $ 1,200*
-------
Total $13,553

_________________________
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director or officer of the corporation, or his service, at the corporation's
request, as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees) that are
actually and reasonably incurred by him ("Expenses"), and judgments, fines and
amounts paid in settlement that are actually and reasonably incurred by him, in
connection with the defense or settlement of such action, provided that he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his conduct was
unlawful. Although Delaware law permits a corporation to indemnify any person
referred to above against Expenses in connection with the defense or settlement
of an action by or in the right of the corporation, provided that he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests, if such person has been judged liable to the
corporation, indemnification is only permitted to the extent that the Court of
Chancery (or the court in which the action was brought) determines that,
despite the adjudication of liability, such person is entitled to indemnity for
such Expenses as the court deems proper. The General Corporation Law of the
State of Delaware also provides for mandatory indemnification of any director,
officer, employee or agent against Expenses to the extent such person has been
successful in any proceeding covered by the statute. In addition, the General
Corporation Law of the State of Delaware provides the general authorization of
advancement of a director's or officer's litigation expenses in lieu of
requiring the authorization of such advancement by the board of directors in
specific cases, and that indemnification and advancement of expenses provided
by the statute shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement or otherwise.

The Bylaws of the Company provide for the broad indemnification by the
directors and officers of the Company and for advancement of litigation
expenses to the fullest extent permitted

II-1
17
by current Delaware law. The Company also has entered into indemnification
contracts with its directors and officers.

The Company maintains a policy of directors and officers liability
insurance which reimburses the Company for expenses which it may incur in
connection with the foregoing indemnity provisions and which may provide direct
indemnification to directors and officers where the Company is unable to do so.

ITEM 16. EXHIBITS

4.1 Stock Option Agreement dated March 6, 1995 between the Registrant and James P. Congleton, as amended on
May 25, 1995 (Incorporated herein by reference to Exhibit 10.12 to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, including the Form 10-K/A filed May 21, 1996 of Uranium
Resources, Inc. (Commission File Number 0-17171) pursuant to Rule 411(c) promulgated under the
Securities Act of 1933).

4.2 Warrant to Purchase Common Stock dated May 25, 1995, between Uranium Resources, Inc. and Grant
Bettingen, Inc. (Incorporated herein by reference to Exhibit 10.13 to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, including the Form 10-K/A filed May 21, 1996 of Uranium
Resources, Inc. (Commission File Number 0-17171) pursuant to Rule 411(c) promulgated under the
Securities Act of 1933).

4.3 Stock Purchase Agreement dated August 18, 1996 between Oren L. Benton and the Registrant (Incorporated
herein by reference to Exhibit 4.7 to the Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1994, including the Form 10-K dated August 30, 1995 and January 30, 1996 of Uranium
Resources, Inc. (Commission File No. 0-17171) pursuant to Rule 411(c) promulgated under the Securities
Act of 1933).

4.4 Stock Sale Right Agreement dated August 18, 1994 by and between Concord International Mining and
Management Corp., Oren L. Benton and the Registrant (Incorporated herein by reference to Exhibit 4.8 to
the Annual Report on Form 10-K for the fiscal year ended December 31, 1994, including the Form 10-K/A
dated August 30, 1995 and January 30, 1996 of Uranium Resources, Inc. (Commission File No. 0-17171)
pursuant to Rule 411(c) promulgated under the Securities Act of 1933).

4.5 Investment Banking and Selling Agent Agreement dated November 6, 1995 by and between Grant Bettingen,
Inc. and the Registrant, as amended on May 25, 1995.

4.6 Article 4 of the Certificate of Incorporation of the Registrant (Incorporated herein by reference to
Exhibit 4.2 to the Registration Statement on Form S-8 of Uranium

II-2
18

Resources, Inc. (Registration No. 33-00349) pursuant to Rule 411(c) promulgated under the Securities
Act of 1933).

5.1 Opinion of Baker & Hostetler, counsel to the Company.

23.1 Consent of Independent Public Accountants.

23.2 Consent of Baker & Hostetler (included in Exhibit 5.1).

24.1 Power of Attorney (included on page II-4 of this Registration Statement).

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales
of the registered securities are being made, a post-effective amendment to this
Registration Statement:

i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act"),
unless the information required to be included in such
post-effective amendment is contained in a periodic report
filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") and incorporated herein by reference;

ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement, unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act and incorporated herein
by reference;

iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

(2) that, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

II-3
19
(3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering;

The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification by the registrant for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

II-4
20
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on June 7, 1996.

URANIUM RESOURCES, INC.

By: /s/ Paul K. Willmott
-----------------------------------
Paul K. Willmott
Chairman, Chief Executive Officer
and President

POWER OF ATTORNEY

Each of the undersigned officers and directors of Uranium Resources,
Inc. hereby appoints Paul K. Willmott, as attorney and agent for the
undersigned, with full power of substitution, for and in the name, place, and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments (including
post-effective amendments) and exhibits to this Registration Statement and any
and all applications, instruments or documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the securities
covered hereby, with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary or desirable.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Capacity Date
--------- -------- ----

/s/ Paul K. Willmott Chairman, Chief Executive June 7, 1996
------------------------------------ Officer, President and Director
Paul K. Willmott

/s/ George R. Ireland Director June 7, 1996
-----------------------------------
George R. Ireland

/s/ Leland O. Erdahl Director June 7, 1996
-----------------------------------
Leland O. Erdahl

II-5
21

/s/ James B. Tompkins Director June 7, 1996
---------------------------------
James B. Tompkins

/s/ Thomas H. Ehrlich Vice President, Chief Financial June 7, 1996
---------------------------------- and Accounting Officer
Thomas H. Ehrlich

II-6
22
EXHIBIT INDEX

EXHIBIT DESCRIPTION
NO.
-------

4.5 Investment Banking and Selling Agent Agreement dated November 6, 1995 by and between Grant Bettingen,
Inc. and the Registrant, as amended on May 25, 1995.

4.6 Article 4 of the Certificate of Incorporation of the Registrant (Incorporated herein by reference to
Exhibit 4.2 to the Registration Statement on Form S-8 of Uranium

Resources, Inc. (Registration No. 33-00349) pursuant to Rule 411(c) promulgated under the Securities
Act of 1933).

5.1 Opinion of Baker & Hostetler, counsel to the Company.

23.1 Consent of Independent Public Accountants.

23.2 Consent of Baker & Hostetler (included in Exhibit 5.1).

24.1 Power of Attorney (included on page II-4 of this Registration Statement).